Science Group PLC Investment in Frontier Smart Technologies Group (4356F)
July 12 2019 - 11:07AM
UK Regulatory
TIDMSAG TIDMFST
RNS Number : 4356F
Science Group PLC
12 July 2019
12 July 2019
Science Group plc
Investment in Frontier Smart Technologies Group Limited
("Frontier")
Science Group plc (Science Group") notes the announcement by
Frontier today.
Science Group has been trying to engage with Frontier since its
initial approach on 8 May 2019. This week, subsequent to the
Science Group Offer being posted, discussions were again initiated
by Science Group to try to find an amicable resolution to
outstanding matters. These discussions included the possibility of
a slightly increased offer subject to material conditions. Frontier
agreed that this arrangement would enable its Board to recommend a
Science Group revised offer, if issued. However, during the
drafting stage, Frontier sought to rescind key conditions,
including the Frontier board structure and suspension of the Joint
Venture discussions. Talks were therefore suspended.
While Frontier has this morning agreed to revert to the original
terms of the agreement, there is an essential and considerable
amount of documentation outstanding, which Science Group would not
characterise as "mechanical and procedural". For example,
clarification of share option (and JSOP) arrangements are necessary
and while Science Group has requested these several times over past
weeks, they were only provided by Frontier for review this morning.
Furthermore, the key arrangements for the statutory merger require
to be agreed and have not commenced.
The board of Science Group will not be pressurised into making
an injudicious decision. Due to Frontier attempting to change
fundamental aspects of the agreement, time has expired and at this
late stage, after many weeks of trying to get the Frontier board to
engage, Science Group does not consider that the increased cost to
Science Group shareholders is warranted. For the avoidance of any
doubt, Science Group does not anticipate increasing its Offer.
At 11 July 2019, Science Group owns the equivalent of 35.8% of
the voting share capital of Frontier. The closing date for the
Science Group Offer is Tuesday 16 July 2019. At the present time,
Science Group does not anticipate extending the Offer, nor the
Panmure Gordon Trading Facility, but retains the option to do so if
considered appropriate at the sole discretion of the Science Group
Board
Science Group encourages Frontier Shareholders to accept the
Science Group Offer, or sell their shares through the Panmure
Gordon Trading Facility, as soon as possible and in any event prior
to the closing date of Tuesday 16 July 2019.
- Ends -
For further information:
Science Group plc
Martyn Ratcliffe, Chairman Tel: +44 (0) 1223 875
Sarah Cole, Company Secretary 200
Panmure Gordon (UK) Limited
Dominic Morley / Alina Vaskina (Nominated Tel: +44 (0) 20 7886
Adviser) 2500
Erik Anderson (Corporate Broking)
MHP Tel: +44 (0) 20 3128
Reg Hoare 8793
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END
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